OFFICIAL DOCUMENTS THE WORLD BANK I WORLD BANKGROUP )ate: If, Jo\oAladje Niamadi Fadia ntr o f Finance SIntv of, Finance R cpublic of Guinea Bissaui Re: Republic of Guinea Bissau: Adance A Enhancing Connectivity in Northern Guinea-i>n Project Preparation Advance No. V3970 E xcel lency: In response to the request for financial assistance made on behalf of Repu Bissau ("Recipient"), I am pleased to inform you that the International Developmn (World Bank") proposes to provide to the Recipient an advance out of the Project Preparation Facility in an amount not to exceed one million and three hude Dollars (S 1.300,000) ("Alvance") on the terms and conditions set forth or reere o letter agreement ("Agreement"), which includes the attached Annex, to assist innn activities described in the Annex ("Activities"). The objective of the Activities is to facilitate the preparation of a designed to provide efficient, safe, and climate resilient transport conneclit in of northern (uinea-Bissau ("Project"), for the carrying out of which ti requested the World Bank's financial assistance. The Recipient represents, by confirming its agreement below, that: (a) t the provision of the Advance does not constitute or imply any commitment oi olr IDA to assist in financing the Project; and (b) it is authorized to enter into I W( carry out the Activities, repay the Advance and perform its other obligations unil ,ll in accordance with the provisions of this Agreement. ―빅 -3- PPA No.V3970 ANNEX Article I Standard Conditions; Definitions 1.01. Standard Conditions. The "Standard Conditions for Advances Made by the World Bank- under its Project Preparation Facility", dated July 31, 2010, ("Standard Conditions"), constitute an integral part of this Agreement. 1.02. Definitions. Unless the context requires otherwise, the capitalized terms used in this Agreement have the meanings ascribed to them in the Standard Conditions or in this Agreement. including Section I of the Appendix to this Agreement. Article 11 Execution of the Activities 2.01. Description of the Activities. The Activities for which the Advance is provided consist of the following parts: (a) Carrying out preparatory studies and designing instruments, through the recruitment of consultants, including: (i) techno-economic studies (including preliminary engineering design, engineering design, and bidding documents) for the rehabilitation works of the Saflin-Mpack road corridor; (ii) environmental and social safeguard documents; (iii) procurement documents; (iv) a road safety audit; and (v) a Project Implementation Manual. (b) Provision of Operating Costs for the purpose of Project preparation. 2.02. Execution of* the Activities Generally. The Recipient declares its commitment to the objectives of the Activities. To this end, the Recipient shall carry out the Activities through the Project Implementation Unit in accordance with the provisions of. (a) Article 11 of the Standard Conditions; (b) this Article 11; and (c) the "Guidelines on Preventing and Combating Fraud and Corruption in Projects Financed by IBRD Loans and IDA Credits and Grants", dated October 15, 2006 and revised in January 2011 and as of July 1, 2016. 2.03. Institutional and OtherArrangements. Without limitation upon the provisions of Section 2.02 above: the Recipient shall, throughout the Refinancing Date, maintain the Project Implementation Unit with structure, functions and responsibilities acceptable to the World Bank, and with competent staff, in adequate numbers, with qualification and experience satisfactory to the World Bank., to be -4- responsible for the overall implementation of the Activities, including financial management and procurement. Said Project Implementation Unit shall work in coordination with Recipient's ministry of public works. 2.04 Environmental and Social Standards. (a) The Recipient shall ensure that the Activities are carried out in accordance with the Environmental and Social Standards, in a manner acceptable to the World Bank. (b) Without limitation upon paragraph (a) above, the Recipient shall ensure that the Activities are implemented in accordance with the Environmental and Social Commitment Plan ("ESCP"), in a manner acceptable to the World Bank. To this end, the Recipient shall ensure that: (i) the measures and actions specified in the ESCP are implemented with due diligence and efficiency, as provided in the ESCP; (ii) sufficient funds are available to cover the costs of implementing the ESCP; (iii) policies and procedures are maintained, and qualified and experienced staff in adequate numbers are retained to implement the ESCP, as provided in the ESCP, and (iv) the ESCP, or any provision thereof, is not amended, repealed, suspended or waived, except as the World Bank shall otherwise agree in writing, as specified in the ESCP, and ensure that the revised ESCP is disclosed promptly thereafter. (c) In case of any inconsistencies between the ESCP and the provisions of this Agreement, the provisions of this Agreement shall prevail. (d) The Recipient shall ensure that: (i) all measures necessary are taken to collect, compile, and furnish to the World Bank through regular reports, with the frequency specified in the ESCP, and promptly in a separate report or reports, if so requested by the World Bank, information on the status of compliance with the ESCP and the environmental and social instruments referred to therein, all such reports in form and substance acceptable to the World Bank, setting out, inter alia: (A) the status of implementation of the ESCP; (B) conditions, if any, which interfere or threaten to interfere with the implementation of the ESCP; and (C) corrective and preventive measures taken or required to be taken to address such conditions; and (ii) the World Bank is promptly notified of any incident or accident related to or having an impact on the Activities which has, or is likely to have, a significant adverse effect on the environment, the affected communities, the public or workers. in accordance with the ESCP, the environmental and social instruments referenced therein and the Environmental and Social Standards. (e) The Recipient shall establish, publicize, maintain and operate an accessible grievance mechanism, to receive and facilitate resolution of concerns and grievances of Activities- -5- affected people, and take all measures necessary and appropriate to resolve, or facilitate the resolution of, such concerns and grievances, in a manner acceptable to the World Bank. 2.05. Monitoring, Reporting and Evaluation ofthe Activities. The Recipient shall monitor and evaluate the progress of the Activities in accordance with the provisions of Section 2.08 of the Standard Conditions. 2.06. Financial Management. (a) The Recipient shall ensure that a financial management system is maintained in accordance with the provisions of Section 2.09 of the Standard Conditions. (b) The Recipient shall ensure that interim un-audited financial reports for the Activities are prepared and furnished to the World Bank not later than forty-five days after the end of each semester, covering the semester, in form and substance satisfactory to the World Bank. (c) The Recipient shall have its Financial Statements audited in accordance with the provisions of Sections 2.09 (b) of the Standard Conditions. (i) If, on or before the Refinancing Date, a Refinancing Agreement has been executed by all of its parties, the Recipient shall have the Financial Statements included in the first audit of financial statements required under the Refinancing Agreement. (ii) If, by the Refinancing Date, no Refinancing Agreement has been executed by all of its parties, such audit of the Financial Statements shall cover the period of the Advance, commencing with the fiscal year in which the first withdrawal under the Advance was made. The audited Financial Statements for such period shall be furnished to the World Bank not later than six months after the end of the Recipient's fiscal year in which the Refinancing Date occurs. (iii) Notwithstanding the provisions of paragraphs (i) and (ii) of this Section, the World Bank may request an audit of the Financial Statements prior to the Refinancing Date, covering such period as is indicated in its request. The audited Financial Statements for such period shall be furnished to the World Bank not later than six months after the end of such period. 2.07. Procurement. All goods, non-consulting services,consulting services and Operating Costs required for the Activities and to be financed out of the proceeds of the Advance shall be procured in accordance with the requirements set forth or referred to in the "World Bank Procurement Regulations for IPF Borrowers" dated November 2020 ("Procurement Regulations") and the provisions of the Recipient's procurement plan for the Activities dated June 8, 2021 ("Procurement Plan") provided for under Section IV of the Procurement Regulations, as the same may be updated from time to time in agreement with the World Bank. Article III Withdrawal of the Advance 3.01. Eligible Expenditures. The Recipient may withdraw the proceeds of the Advance in accordance with the provisions of: (a) Article III of the Standard Conditions; (b) this Section; and (c) such additional instructions as the World Bank may specify by notice to the Recipient (including the "Disbursement Guidelines for Investment Project Financing" dated February 2017, as revised from time to time by the World Bank and as made applicable to this Agreement pursuant to such instructions), to finance Eligible Expenditures as set forth in the following table. The table specifies -6- each category of Eligible Expenditures that may be financed out of the proceeds of the Advance ("Category"), the amount of the Advance allocated to each Category, and the percentage of expenditures to be financed for Eligible Expenditures in each Category: Category Amount of the Advance Percentage of Allocated Expenditures to be (expressed in Dollars) Financed (inclusive of Taxes) Goods, non-consulting 1,300,000 100% services, consulting services and Operating Costs under the Activities TOTAL AMOUNT 1,300,000 3.02. Withdrawal Conditions. Notwithstanding the provisions of Section 3.01 of this Agreement, no withdrawal shall be made for payments made prior to the date of countersignature of this Agreement by the Recipient. 3.03. Refinancing Date. The Refinancing Date is November 30, 2022. Article IV Terms of the Advance 4.01. Refinancing under the Refinancing Agreement: If, on or before the Refinancing Date, a Refinancing Agreement has been executed by all of its parties, then the full amount of the Withdrawn Advance Balance shall be paid to the World Bank as soon as the Refinancino Agreement becomes effective, by means of a withdrawal by the World Bank of such amount of the Refinancing Proceeds, in accordance with the provisions of the Refinancing Agreement. 4.02. No Repayment in the absence ofaRefinancingAgreement: Notwithstanding any provision to the contrary in the Standard Conditions, if, on or before the Refinancing Date, no Refinancing Agreement has been executed by all of its parties, or if, by such date, it has been so executed but terminates without becoming effective, then the Recipient shall not be obligated to repay the Withdrawn Advance Balance. Article V Recipient's Representative; Addresses 5.01. Recipient's Representative. The Recipient's Representative referred to in Section 9.02 of the Standard Conditions is its minister responsible for finance. 5.02. Recipient's Address. The Recipient's Address referred to in Section 9.01 of the Standard Conditions is: Ministirio das Finanqas BP N.67. Av. Amilcar Cabral, -7- Bissau, Republic of Guinea-Bissau 5.03. World Bank's Address. The World Bank's Address referred to in Section 9.01 of the Standard Conditions is: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Facsimile: (1)-202-477-6391 -8- APPENDIX Section I. Definitions . "'Environmental and Social Commitment Plan" or 'ESCP" means the environmental and social commitment plan for the Activities, dated May 31, 2021, as the same may be amended from time to time in accordance with the provisions thereof, which sets out the material measures and actions that the Recipient shall carry out or cause to be carried out to address the potential environmental and social risks and impacts of the Activities, including the timeframes of the actions and measures, institutional, staffing, training. monitoring and reporting arrangements, and any environmental and social instruments to be prepared thereunder. 2. "Environmental and Social Standards" or "ESSs" means, collectively: (i) "Environmental and Social Standard 1: Assessment and Management of Environmental and Social Risks and Impacts"; (ii) "Environmental and Social Standard 2: Labor and Working Conditions": (iii) "Environmental and Social Standard 3: Resource Efficiency and Pollution Prevention and Management"; (iv) "Environmental and Social Standard 4: Community Health and Safety"; (v) "Environmental and Social Standard 5: Land Acquisition, Restrictions on Land Use and Involuntary Resettlement"; (vi) "Environmental and Social Standard 6: Biodiversity Conservation and Sustainable Management of Living Natural Resources": (vii) "Environmental and Social Standard 7: Indigenous Peoples/Sub-Saharan Historically Underserved Traditional Local Communities"; (viii) "Environmental and Social Standard 8: Cultural Heritage"; (ix) "Environmental and Social Standard 9: Financial Intermediaries"; (x) "Environmental and Social Standard 10: Stakeholder Engagement and Information Disclosure"; effective on October 1, 2018, as published by the World Bank. 3. "-Operating Costs- means the incremental expenses incurred on account of the Acti\, ities' implementation, management and monitoring, consisting of the cost of operation and maintenance of offices, vehicles and office equipment, office supplies, water and electricity utilities charges, telephone charges, bank charges, travel and per diem, and salaries of contractual staff, but excluding the salaries of officials and public servants of the Recipient's civil service. 4. "Project Implementation Manual" means a manual to be adopted by the Recipient, in form and substance satisfactory to the Association, containing or referring to detailed arrangements and procedures for the implementation of the Project, including with respect to: (i) institutional administration, coordination and day-to-day execution of activities of the Project; (ii) disbursement and financial management; (iii) procurement, (iv) monitoring and evaluation; (v) reporting, information, education and communication: and (vi) such other administrative, financial, technical and organizational arrangements and procedures as shall be required for the Project, as such manual may be amended and supplemented from time to time, with the prior written approval of the Association, and such term includes all schedules and annexes to said manual. 5. "Project Implementation Unit" means the unit established within the Recipient's ministry in charge of public works pursuant to the provisions of the Financing Agreement for the Rural Transport Project between the Recipient and the Association dated September 23. 2019 (Credit No. 6444-GW).